Converge Announces $500 Million Global Revolving Credit Facility and TSX Normal Course Issuer Bid
29 July 2022 - 6:30AM
Converge Technology Solutions Corp. (“
Converge” or
“the
Company”) (TSX:CTS) (FSE:0ZB) (OTCQX:CTSDF),
a software-enabled IT & Cloud Solutions provider, is pleased to
announce it has refinanced its existing $300 million ABL credit
facility with a new five-year $500 million global revolving credit
facility (the “
Global Credit Facility”) led by
J.P. Morgan and Canadian Imperial Bank of Commerce as joint lead
arrangers, with the Bank of Nova Scotia, the Toronto-Dominion Bank,
and the Bank of Montreal participating in the lender group.
The Global Credit Facility also includes an
uncommitted accordion feature of $100 million, for a total
borrowing capacity of up to $600 million. It will allow the Company
to borrow in certain foreign currencies to fund Converge’s ongoing
expansion globally, and the cost of borrowing and flexibility will
be more favorable than the current ABL. Generally, for U.S. dollar
borrowings under the credit facility, the applicable interest rate
will be based on SOFR rate plus applicable margin of 1.25% to
2.25%.
“We are pleased to have completed this
financing, which strengthens our liquidity position and supports
our disciplined acquisition strategy in North America and Europe,”
stated Shaun Maine, CEO of Converge. “We are well positioned to
continue creating value for our shareholders through organic and
inorganic growth and strategic capital deployment. This credit
facility increase also signifies the support of our banking
partners to execute our growth plans.”
Additionally, the Company has filed a Notice of
Intention to Make a Normal Course Issuer Bid (the
“NCIB”) with the Toronto Stock Exchange (the
“TSX”), the implementation of which remains
subject to TSX approval. Pursuant to the proposed NCIB, Converge
proposes to purchase for cancellation up to an aggregate number of
the Company’s common shares (the “Common Shares”)
equal to 5% of the issued and outstanding Common Shares as at the
date of acceptance by the TSX of the notice of the NCIB. The
Company intends to commence the NCIB on August 11, 2022 and the
NCIB will terminate one year after its commencement, or earlier if
the maximum number of Common Shares under the NCIB have been
purchased.
Purchases of Common Shares under the NCIB will
be made on the open market through the facilities of the TSX and/or
permitted alternative Canadian trading systems. The price paid for
the Common Shares will be at prevailing market prices in accordance
with the applicable rules and policies of the TSX and applicable
securities laws. All Common Shares acquired by the Company under
the NCIB will be cancelled.
The Company also intends to enter into an
automatic purchase plan agreement with a broker (the
“Agreement”) upon commencement of the NCIB to
allow for purchases of Common Shares during certain pre-determined
blackout periods when the Company ordinarily would not be active in
the market due to its own internal trading blackout periods,
insider trading rules or otherwise.
The Company and its Board of Directors believes
that, from time to time, the market prices of the Common Shares may
not fully reflect the underlying value of the Company’s business
and its future business prospects and accordingly, the NCIB will be
in the best interests of the Company and constitutes a desirable
use of its funds.
About Converge Converge
Technology Solutions Corp. is a software-enabled IT & Cloud
Solutions provider focused on delivering industry-leading solutions
and services. Converge’s global solution approach delivers advanced
analytics, application modernization, cloud, cybersecurity, digital
infrastructure, and digital workplace offerings to clients across
various industries. The Company supports these solutions with
advisory, implementation, and managed services expertise across all
major IT vendors in the marketplace. This multi-faceted approach
enables Converge to address the unique business and technology
requirements for all clients in the public and private sectors. For
more information, visit convergetp.com.
For further information contact:Converge
Technology Solutions Corp.Email: investors@convergetp.comPhone:
416-360-1495
Forward-Looking Information
Certain information contained in this press release may constitute
forward-looking information under applicable securities laws,
including statements related to the Company’s NCIB, the timing and
amount of potential purchases and the cancellation of Common Shares
under the NCIB, the entering into of the Agreement, the Company’s
belief that repurchasing shares is an appropriate use of available
funds and other statements that are not historical facts.
Forward-looking statements are necessarily based upon various
assumptions that, while the Company considers reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Except as required by law, Converge
assumes no obligation to update the forward-looking statements of
beliefs, opinions, projections, or other factors, should they
change. The reader is cautioned not to place undue reliance on
forward-looking statements.
For a detailed description of the risks and
uncertainties facing the Company and its business and affairs,
readers should refer to the Company’s filings available on SEDAR
under the Company’s profile at www.sedar.com including its most
recent Annual Information Form, its Management Discussion and
Analysis and its Annual and Quarterly Financial Statements.
The TSX has not reviewed the information
provided under this press release and does not accept
responsibility for the adequacy or accuracy of this
release.
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